- Amended tender offer statement by Issuer (SC TO-I/A)
November 13 2009 - 2:26PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE
TO
(Amendment No. 3)
TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
PROUROCARE
MEDICAL INC.
(Name Of Subject Company (Issuer))
Warrants to Purchase Common Stock
(Title of Class of Securities)
74373C 206
(CUSIP Number of Common Stock Underlying Warrants)
Mr. Richard C. Carlson
ProUroCare Medical Inc.
6440 Flying Cloud Drive, Suite 101
Eden Prairie, MN 55344
(952) 476-9093
(Name, Address, and Telephone Number of Person Authorized to Receive
Notices
and Communications on Behalf of Filing Persons)
With copies to:
Robert K. Ranum, Esq.
Fredrikson & Byron, P.A.
200 South 6th Street, Suite 4000
Minneapolis, Minnesota 55402
Telephone: (612) 492 7000
Facsimile: (612) 492-7077
CALCULATION OF FILING FEE
Transaction Valuation(1)
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Amount
of Filing Fee(2)
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$3,054,190.50
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$170.42
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(1)
Estimated for
purposes of calculating the amount of the filing fee only. ProUroCare Medical Inc. (the Company) is
offering, for a period of thirty (30) business days, to (i) all holders of
the Companys 3,050,000 publicly traded warrants to purchase common stock which
were issued on January 12, 2009 and (ii) all holders of the Companys
3,058,381 unregistered warrants to purchase common stock which were issued on January 12,
2009, to temporarily modify the terms of such warrants so that each warrant
holder who tenders warrants during the offering period for early exercise in
accordance with the terms of the offer will receive, in addition to the shares
of common stock purchased upon such exercise, new three-year warrants to
purchase the same number of shares of the Companys common stock at an exercise
price of $1.30 per share. The
transaction valuation is calculated pursuant to Rule 0-11(b) of the
Securities Exchange Act of 1934, as amended, as the product of 6,108,381 and
$0.50. The transaction valuation assumes
the tender of 6,108,381 warrants by the Companys warrant holders as a result
of this tender offer and was determined by using the average of the high and
low prices of the Companys warrants reported on the OTC Bulletin Board as of September 22,
2009, which was $0.50.
(2)
The amount of
filing fee is calculated pursuant to Rule 0-11(b) of the Securities
Exchange Act of 1934, as amended, The filing fee equals $55.80 for each
$1,000,000 of the value of the transaction, and was calculated as the product
of the transaction valuation of $3,054,190.50 multiplied by 0.00005580.
x
Check the box if any part of
the fee is offset as provided by Rule 0-11(a)(2) and identify the
filing with which the offsetting fee was previously paid. Identify the previous
filing by registration statement number, or the Form or Schedule and the
date of its filing.
Amount Previously Paid: $170.42
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Filing
Party: ProUroCare Medical Inc.
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Form or Registration No.: SC TO-I
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Date
Filed: September 25, 2009
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o
Check the box if the filing
relates solely to preliminary communications made before the commencement of a
tender offer.
Check the appropriate boxes below to designate any
transactions to which the statement relates:
o
third-party
tender offer subject to Rule 14d-1.
x
issuer tender
offer subject to Rule 13e-4.
o
going-private
transaction subject to Rule 13e-3.
o
amendment to
Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final
amendment reporting the results of the tender offer:
x
This Amendment No. 3
to the Tender Offer Statement on Schedule TO (this Amendment), filed with the
Securities and Exchange Commission (the SEC) on November 13, 2009, by
ProUroCare Medical Inc., a Nevada corporation (the Company), amends and
supplements the Tender Offer Statement on Schedule TO filed with the SEC on September 25,
2009, as amended and supplemented by
Amendment No. 1 to the Schedule TO filed with the SEC on October 16,
2009 and Amendment No. 2 to the Schedule TO filed with the SEC on October 27,
2009 (as amended and supplemented, the Schedule TO). The Schedule TO relates
to an offer by the Company to all holders of its 3,050,000 publicly traded
warrants to purchase common stock, referred to as the Public Warrants and to
all holders of its 3,058,381 unregistered warrants to purchase common stock
that were issued on January 12, 2009 pursuant to the automatic conversions
of convertible debt, referred to as the Private Warrants. The Public Warrants and Private Warrants will
be referred to collectively as the Warrants.
The Offer was to temporarily modify the terms of such
Warrants so that each holder who tendered Warrants during the Offer Period for
early exercise would receive, in addition to the shares of common stock
purchased upon exercise, new three-year warrants to purchase an equal number of
shares of the Companys common stock at an exercise price of $1.30 per share,
upon the terms and conditions set forth in (x) the amended and restated
Offer Letter/Prospectus, which is filed as part of Amendment No. 2 to the
Companys Registration Statement on Form S-4 dated October 26, 2009
and is set forth as Exhibit (a)(1)(ix) hereto (the Offer
Letter/Prospectus) and (y) the related amended and restated Letter of
Transmittal (the Letter of Transmittal), which is set forth as Exhibit (a)(1)(vii) hereto
(the offer reflected by such terms and conditions, as they may be amended or
supplemented from time to time, constitutes the Offer). The Offer was not
made to those holders who reside in states where an offer, solicitation or sale
would be unlawful.
This Amendment to the
Schedule TO is filed to report the results of the Offer.
All capitalized terms
used in this Amendment without definition have the meanings ascribed to them in
the Offer Letter/Prospectus. All information contained in the Offer
Letter/Prospectus and the Letter of Transmittal, and any prospectus supplement
or other supplement thereto related to the Offer, is hereby expressly
incorporated herein by reference in response to all applicable items in the
Schedule TO as more specifically referenced below, and the items of the Schedule
TO set forth below are hereby amended and supplemented as follows:
ITEM 4. TERMS OF THE TRANSACTION.
(a)
Material Terms
. The Offer expired on November 6, 2009 at
1:00 p.m., Central Time. A total of 949,295 Public Warrants and 295,534
Private Warrants were tendered by Warrant holders and accepted by the Company
pursuant to the Offer, representing 20.4% of the total Warrants eligible for
participation in the Offer. All tendered Warrants were retired effective as of
the expiration of the Offer Period. The Company will promptly deliver 1,244,829
shares of common stock and 1,244,829 Replacement Warrants, along with
certificates representing the balance of the unexercised portions of tendered
Warrants.
In accordance with the
terms of the Offer, Warrants not tendered, or tendered and withdrawn, will
remain outstanding, and the original terms of the Warrants, including, but not
limited to, the $1.30 per share cash exercise price, shall resume and continue
to apply until the Warrants expire by their terms on January 7, 2014.
ITEM
12. EXHIBITS
Item
12 of the Schedule TO is hereby amended and supplemented by adding the
following exhibits:
Exhibit No.
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Description
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(a)(5)(iii)
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Press Release dated November 13,
2009 (filed herewith).
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2
SIGNATURE
After
due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
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PROUROCARE
MEDICAL INC.
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By
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/s/ Richard C.
Carlson
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Richard C.
Carlson
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Chief Executive
Officer
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Dated: November 13, 2009
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3
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